13D Filing: Redmile Group and Alder Biopharmaceuticals Inc (ALDR)

ITEM 1. Security and Issuer.

The securities to which this Schedule 13D relates
are the common stock, $0.001 par value per share (“Common Stock”), of
Alder Biopharmaceuticals, Inc., a Delaware corporation (the “Issuer”).
The principal executive offices of the Issuer are located at 11804 North Creek
Parkway South, Bothell, WA 98011.

(a), (b), (c) and (f). This Schedule 13D is being
filed jointly by Redmile Group, LLC, a Delaware limited liability company (“Redmile”),
and Jeremy C. Green, a citizen of the United Kingdom (together with Redmile,
the “Reporting Persons”), pursuant to the provisions of Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended, as separate persons and
not as members of a group. See Exhibit 99.1 to this Schedule 13D for their
Joint Filing Agreement.

Redmile Group, LLC

Redmile Group, LLC is a Delaware limited liability
company whose principal business is to serve as investment manager/adviser to
certain private investment funds and separately managed accounts, including Redmile
Capital Fund, LP, Redmile Capital Offshore Fund II, Ltd., Redmile Capital
Offshore Fund (ERISA), Ltd., Redmile Capital Offshore Fund, Ltd., Redmile
Strategic Master Fund, LP, MM LS Opportunities Master Fund, L.P., Map 20
Segregated Portfolio, a segregated portfolio of LMA SPC, and P Redmile Ltd. The
business address of Redmile is One Letterman Drive, Bldg D, Ste D3-300, San
Francisco, CA 94129. Information relating to the managing member of Redmile is
set forth below.

Jeremy C. Green

The principal occupation of Jeremy C. Green is managing
member of Redmile Group, LLC. The business address of Jeremy C. Green is One
Letterman Drive, Bldg D, Ste D3-300, San Francisco, CA 94129. Jeremy C. Green
is a citizen of the United Kingdom.

(d) and (e). During the last five years,
none of the Reporting Persons has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).